UNITED STATES SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 10-Q

 

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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

 

COMMISSION FILE NUMBER 0-29711

 

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AMERICAN FIBER GREEN PRODUCTS, INC.

(Exact name of issuer in its charter)

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NEVADA 91-1705387

(State or other jurisdiction (IRS Employer Identification No.)

of incorporation or organization)

 

 

4209 RALEIGH STREET, TAMPA, FL 33619

(Address of Principal Executive Offices) (Zip Code)

 

(813) 247-2770

(Issuer's telephone number)

 

 

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

 

Securities registered pursuant to Section 12(g) of the Act:

 

$.001 par value preferred stock Over the Counter Bulletin Board

$.001 par value common stock Over the Counter Bulletin Board

 

Check whether the issuer is not required to file reports pursuant to Section 13

or 15(d) of the Exchange Act. [ ]

 

Check whether the issuer (1) filed all reports required to be filed by Section

13 or 15(d) of the Securities Exchange Act during the past 12 months (or for

such shorter period that the Registrant was required to file such reports), and

(2) has been subject to such filing requirements for the past 90 days.

[X] YES [ ] NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an

accelerated filer, or a non-accelerated filer. See definition of "accelerated

filer and

 

Large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [ ] Accelerated filer [ ]

 

Non-accelerated filer [ ] Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2 of the Exchange Act). [ ] YES [X] NO

 

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

 

Indicate by check mark whether the registrant is an accelerated filer (as

defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

There were 11,543,235 shares of the Registrant's $.001 par value common stock

outstanding as of March 31, 2012.

 

 

 

 

 

TABLE OF CONTENTS

AMERICAN FIBER GREEN PRODUCTS, INC.

 

FORM 10-Q - INDEX

 

PART I FINANCIAL INFORMATION

 

 

ITEM 1
FINANCIAL STATEMENTS		4
Consolidated Condensed Balance Sheets		4
Consolidated Condensed Statements of Operations		5
Consolidated Condensed Statements of Changes in Stockholders' Deficit		6
Consolidated Condensed Statements of Cash Flows		7
Notes to Consolidated Condensed Financial Statements		8
Item 2
Management's Discussion and Analysis of Financial Condition And Plan of Operation		12
Item 3
Quantitative and Qualitative Disclosures About Market		15
Item 4(T)
Controls and Procedures		15

 

 PART II OTHER INFORMATION

 

Item 1
Legal Proceedings		17
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 3
Defaults Upon Senior Securities		17
Item 4
Submission of Matters to a Vote of Security Holders		17
Item 5
Other Information		17
Item 6
Exhibits And Reports on Form 8-K		17
SIGNATURES		19

 

 

 

PART I--FINANCIAL INFORMATION

-----------------------------

 

AMERICAN FIBER GREEN PRODUCTS, INC.

-----------------------------------

 

Statements in this Form 10Q Quarterly Report may be "forward-looking

statements." Forward-looking statements include, but are not limited to,

statements that express our intentions, beliefs, expectations, strategies,

predictions or any other statements relating to our future activities or other

future events or conditions. These statements are based on our current

expectations, estimates and projections about our business based, in part, on

assumptions made by our management. These assumptions are not guarantees of

future performance and involve risks, uncertainties and assumptions that are

difficult to predict. Therefore, actual outcomes and results may differ

materially from what is expressed or forecasted in the forward-looking

statements due to numerous factors, including those risks discussed in this Form

10Q Quarterly Report, under "Management's Discussion and Analysis of Financial

Condition or Plan of Operation" and in other documents which we file with the

Securities and Exchange Commission.

 

In addition, such statements could be affected by risks and uncertainties

related to our financial condition, factors that affect our industry, market and

customer acceptance, changes in technology, fluctuations in our quarterly

results, our ability to continue and manage our growth, liquidity and other

capital resource issues, competition, fulfillment of contractual obligations by

other parties and general economic conditions. Any forward-looking statements

speak only as of the date on which they are made, and we do not undertake any

obligation to update any forward-looking statement to reflect events or

circumstances after the date of this Form 10Q Quarterly Report, except as

required by law.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL STATEMENTS
AMERICAN FIBER GREEN PRODUCTS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
		MARCH 31,		DECEMBER 31,
		2012		2011
		(unaudited)		(audited)
ASSETS
Current Assets:
Cash	$	3,008	$	4,057
Accounts Receivable		-		16,994
Other receivables, net		82,306		66,013
Total current assets		85,314		99,274
Notes receivable, net		107,395		98,405
Machinery, Equipment and Tooling, net of Accumulated Depreciation of $39,715 and $37,982		19,932		21,664
Total Assets	$	212,641	$	219,343
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	303,923	$	302,642
Accrued expenses		4,550		4,550
Subscription payable		10,000		-
Convertible notes payable to shareholders		286,035		286,035
Deferred wages		882,108		867,298
Accrued interest payable		877,956		852,154
Other payables, related parties		351,596		372,826
Total current liabilities		318,473		313.131
Total Liabilities		2,716,170		2,685,505
Stockholders' Deficit
Preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding		-		-
Common stock, $.001 par value; 350,000,000 shares authorized; 11,543,235 (March 31, 2012) and 11,385,735 (December 31, 2011) shares issued and outstanding		11,544		11,386
Additional paid in capital		2,514,158		2,423,383
Accumulated deficit		(5,039,648)		(4,900,931)
Total stockholders' deficit		(2,513,529)		(2,466,162)
Total Liabilities and Stockholders' Deficit	$	212,641	$	219,343
The accompanying notes are an integral part of the financial statements.

 

AMERICAN FIBER GREEN PRODUCTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
	THREE MONTHS ENDED
	March 31,
		2012		2011
REVENUE	$	31,000		--
Marketing, general and administrative expenses	$	137,996	$	23,991
Interest expense		25,804		24,589
Interest income		(4,083)		(3,892)
TOTAL OTHER EXPENSE		(128,717)		(44,608)
LOSS BEFORE INCOME TAXES		(128,717)		(44,608)
Income taxes		--		--
NET LOSS	$	(128,717)	$	(44,608)
Basic and diluted loss per share	$	(0.01)	$	(0.00)
Basic and diluted weighted average number of common shares outstanding		11,543,235		11,385,735
The accompanying notes are an integral part of the financial statements.

AMERICAN FIBER GREEN PRODUCTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2011 AND THE NINE MONTHS
ENDED MARCH 31. 2012
		COMMON		COMMON		ADDITIONAL		ACCUMULATED		TOTAL
		STOCK		STOCK		PAID IN		DEFICIT
						CAPITAL
Bal, Dec. 31, 2010		11,385,735	$	11,386	$	2,423,383	$	(4,767,996)	$	(2,333,227)
Net loss								(132,935)		(132,935)
Bal, Dec. 31, 2011		11,385,735		11,386		2,423,383		(4,900,931)		(2,466,162)
Net loss for the three months ended March 31, 2012		157,500		158		91,192		(128,716)		(128,716)
Bal,Mar. 30, 2012	$	(1,543,235)	$	12,961	$	2,513,158	$	(5,039,648)	$	(2,513,529)
The accompanying notes are an integral part of the financial statements.

AMERICAN FIBER GREEN PRODUCTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
	FOR THE THREE MONTHS ENDED
	MARCH 31,
	(UNAUDITED)
		2012		2011
OPERATING ACTIVITIES
Net loss	$	(128,716)	$	(44,608)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		1,732		1,250
Increase (decrease) in:
Accounts Receivable		16,994		--
Interest receivable, related parties		(4,083)		(3,892)
Accounts payable and accrued expenses		1,280		6,900
Interest payable to shareholders		25,804		24,561
Deferred compensation		14,810		15,750
Net cash used by operating activities		(72,179)		(39)
INVESTING ACTIVITIES
Payments on notes		(20,220)		--
Net cash used by investing activities		(20,220)		--
FINANCING ACTIVITIES
Proceeds from issuance of common stock		91,350		--
Net cash provided by financing activities		91,350		--
NET DECREASE IN CASH		(1,049)		(39)
CASH AT BEGINNING OF PERIOD		4,057		40
CASH AT END OF PERIOD	$	3,008	$	1
The accompanying notes are an integral part of the financial statements.

 

AMERICAN FIBER GREEN PRODUCTS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

 

AS OF MARCH 31, 2012 AND FOR THE

THREE MONTH PERIODS ENDED MARCH 31, 2012 AND 2011

UNAUDITED

 

NOTE 1 - ORGANIZATION AND BUSINESS

 

American Fiber Green Products, Inc. (AFBG) came into existence as a result of

the following transactions:

 

In March of 1993, William Amour founded Amour Hydro Press, Inc. (AHP) to conduct

research and development to commercialize proprietary technology that would

allow the Company to process waste fiberglass and resins into new commercially

viable products.

 

In January of 1996 the Board of Directors authorized the merger of AHP with

Amour Fiber Core, Inc. a Washington corporation. Each common share of Amour

Hydro Press, Inc. was exchanged for 280 common shares of Amour Fiber Core, Inc.

The authorized shares of Amour Fiber Core, Inc. were 5,000,000 shares. The

company operated under this configuration until June 1998 when the Board of

Directors approved a three for one forward split (3:1) increasing the authorized

shares from 5,000,000 to 15,000,000 common shares. Amendments to the Articles of

Incorporation were filed with the State of Washington. Although approved and

recorded, the 3:1 forward split was not reported to the transfer agent of the

Company. The resulting change in common stock was from 3,675,996 to 11,027,988

common shares issued and outstanding.

 

Within months of these actions, William Amour, founder and driving force behind

the business was diagnosed with cancer and died in 1999. Attempts by the board

to continue the operation of Amour Fiber Core, Inc. resulted in substantially

more debt and ultimately the cessation of operations. The value of the company

was in the exclusive rights to the proprietary technology, as well as the

resources developed to source raw material and vendors and the ability to create

viable products from waste material. There were 884 shareholders of record at

the time of William Amour's passing and they remained committed to the success

of the Company. The Company ceased operations in January 2000, however,

management continued to search for investors to be able to restart production.

 

On September 15, 2001, after several months of discussion and negotiations,

Kenneth McCleave incorporated American Leisure Products, Inc. a Florida

corporation, of which he was the sole shareholder of the 100,000 issued and

outstanding shares for the purpose of merger with Amour Fiber Core, Inc. The

terms and conditions of said merger included Mr. McCleave's assistance in

resolution of a number of problems restricting Amour. Litigation with the

landlord and disgruntled note holders threatened the collapse of the Company

unless amicable resolution was achieved. The terms of the merger were

established and the concerns were resolved over the subsequent 24 months.

 

In May of 2004, following appropriate shareholder consent and board action,

Amour Fiber Core, Inc. (Washington) merged with a newly formed Nevada

corporation of the same name and with the same issued and outstanding shares

11,027,988. Amour Fiber Core, Inc. (Nevada) has authorized 350,000,000 common

and 5,000,000 preferred shares.

 

On May 24, 2004, Amour Fiber Core, Inc. (Nevada) then entered into an Agreement

and Plan of Merger with American Leisure Products, Inc., a Florida corporation

with a total issued and outstanding 100,000 common shares. A 1:6 reverse split

of the Amour Fiber Core, Inc. shares held by the AFC shareholders reduced the

issued and outstanding common shares of AFC (Nevada) from 11,027,988 to

1,837,998. The merger called for each share of ALP to convert to 73.52 shares of

Amour Fiber Core, Inc. (Nevada). The sole shareholder of ALP received 7,352,000

shares of Amour Fiber Core, Inc. (Nevada) in the merger (i.e. a conversion ratio

of 73.52:1). Following this transaction, Amour Fiber Core, Inc. (Nevada) had

9,189,998 shares outstanding.

 

Following this merger and in keeping with the Shareholder Consent and subsequent

board action, the name of Amour Fiber Core, Inc. (Nevada) was changed to

American Fiber Green Products, Inc. American Leisure Products, Inc. (a Florida

corporation) became a wholly owned subsidiary of American Fiber Green Products,

Inc. The assets and opportunities of American Fiber Green Products, Inc. (f/k/a

Amour Nevada and Amour Washington) were moved to a newly formed, Amour Fiber

Core, Inc., (a Florida Corporation) as a wholly owned subsidiary. The resulting

structure is American Fiber Green Products, Inc. (Nevada) holding 100% of the

stock of American Leisure Products, Inc. (Florida) and Amour Fiber Core, Inc.

(Florida).

 

NOTE 2 - GOING CONCERN

 

The accompanying consolidated condensed financial statements have been prepared

assuming the Company will continue as a going concern. The Company's continued

existence is dependent upon the Company's ability to obtain additional debt

and/or equity financing. The Company has incurred losses since inception and,

the Company has not generated any revenues from its products. These factors

raise substantial doubt about the ability of the Company to continue as a going

concern. The Company will begin construction of a plant upon funding and expects

to complete the project and to begin production within the next 18 months.

Although the cost of construction has not been quantified, the Company estimates

the cost to be approximately $250,000 per plant unit. Management plans to raise

additional funds through the sale of sub-licensing agreements, project

financings or through future sales of their common stock, until such time as the

Company's revenues are sufficient to meet its cost structure, and ultimately

achieve profitable operations. There is no assurance that the Company will be

successful in raising additional capital or achieving profitable operations. The

consolidated financial statements do not include any adjustments that might

result from the outcome of these uncertainties.

 

NOTE 3 - FINANCIAL STATEMENTS

 

In the opinion of management, all adjustments consisting only of normal

recurring adjustments necessary for a fair statement of (a) the results of

operations for the three month periods ended March 31, 2012 and 2011, (b) the

financial position at March 31, 2012 and December 31, 2011, and (c) cash flows

for the three month periods ended March 31, 2012 and 2011, have been made.

 

The unaudited financial statements and notes are presented as permitted by Form

10-Q. Accordingly, certain information and note disclosures normally included in

the financial statements prepared in accordance with accounting principles

generally accepted in the United States of America have been omitted. The

accompanying financial statements and notes should be read in conjunction with

the audited financial statements and notes of the Company for the fiscal year

ended December 31, 2011. The results of operations for the three month periods

ended March 31, 2012 and 2011 are not necessarily indicative of those to be

expected for the entire year.

 

The accompanying consolidated financial statements include the activity of the

Company and its wholly owned subsidiaries. All intercompany transactions have

been eliminated in consolidation.

 

The preparation of consolidated financial statements in conformity with

accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the consolidated financial statements, and the

reported amounts of revenues and expenses during the reported periods. Actual

results could materially differ from those estimates.

 

NOTE 4 - NOTES RECEIVABLE

 

The Company has made loans to several companies, both owned by officers and

stockholders of the Company and to unrelated parties. The purpose of these loans

was to invest in other fiberglass manufacturing businesses in order to

facilitate the development and production of fiberglass products. The Company

does not expect repayment of these amounts to occur during the next 12 months.

 

Notes receivable are made up of the following:

 

Note receivable, related party, 10% interest,

due May 12, 2004 (past maturity)                           $ 6,000

Note receivable, related party, 10% interest,

due April 30, 2005 (past maturity)                          52,452

Note receivable, related party, 10% interest,

due April 22, 2005 (past maturity)                          29,243

Note receivable, related party, 8% interest,

due April 20, 2008 (past maturity)                          14,700

Note receivable, unrelated party, 8% interest,

due August 8, 2008 (past maturity)                           5,000

 

-----------

$ 107,395

===========

 

The above related party transactions are not necessarily indicative of the terms

and amounts that would have been incurred had comparable agreements been made

with independent parties.

 

NOTE 5 - COMMITMENTS AND CONTINGENCIES

 

The Company entered into an employment agreement with a key employee. The

employment agreement is for a period of three years, with prescribed percentage

increases beginning in 2007 and can be cancelled upon a written notice by either

employee or employer (if certain employee acts of misconduct are committed). The

total annual payment under the employment agreement was $63,000 for 2011.

 

The Company anticipates that it will enter into employment contracts with two

other key employees in 2012 under similar terms and conditions. Specifics will

be determined by the Compensation Committee and approved by the Board of

Directors.

 

The Company entered into an agreement with three individuals to join the

Company's board of directors. Directors will be reimbursed for actual expenses

incurred while performing their duties. Under the terms of the agreement the

individuals will receive no other compensation, although this may change in the

future.

 

NOTE 6 - RELATED PARTY TRANSACTIONS

 

The Company is currently operating in a facility leased and operated by Tampa

Fiberglass Inc. (TFI). TFI is owned by Ken McCleave, Chairman of AFGP. No

occupancy cost has been charged to AFGP by TFI as of March 31, 2012. There is no

assurance that this favorable treatment will continue in the future if AFGP

begins to facilitate operations at that site.

 

The above related party transactions are not necessarily indicative of the terms

and amounts that would have been incurred had comparable agreements been made

with independent parties.

 

NOTE 7 - DEFERRED WAGES

 

The Company has accrued salaries owed to four individuals. Only one of the four

employees is covered by an employment agreement, see Note 5. The amounts due are

fixed without any interest or other escalating cost and the Company does not

expect to make any payments on these deferred wages during the next twelve

months, and therefore the balances are classified as non-current.

 

NOTE 8 - NOTES PAYABLE

 

Notes payable at March 31, 2012 consist of the following:

 

Note payable, individual, past maturity,

8.75% interest; unsecured                                  $ 101,500

Note payable, individual, past maturity,

14.00% interest; unsecured                                  $ 30,000

Note payable, individual, past maturity,

14.00% interest; unsecured                                  $ 10,000

Note payable, individual, past maturity,

10.50% interest; unsecured                                 $ 100,000

Note payable, individual, past maturity,

10.50% interest; unsecured                                  $ 18,000

Note payable, individual, past maturity,

no interest; unsecured                                      $ 15,000

Note payable, individual, past maturity,

10.00% interest; unsecured                                   $ 1,535

Note payable, individual, past maturity,

16.50% interest; unsecured                                   $ 7,000

Note payable, individual, past maturity,

16.50% interest; unsecured                                   $ 3,000

 

NOTE 9 - OTHER PAYABLES, RELATED PARTIES

 

Long-term payables are due to PAC (Public Acquisition Company - a wholly owned

business of Kenneth McCleave), Nimble Boat Works (a wholly owned business of

Kenneth McCleave), Daniel L. Hefner (President and Chief Operating Officer of

AFBG) for cash advances made to AFBG.

 

 

Due to PAC $ 348,109

Due to Nimble Boat Works $ 2,575

Due to Dan Hefner $ 915

 

Company loans payable to PAC in the amount of $314,670, included above, bear

interest ($214,670 at 10% pa and $100,000 at 8% pa.) These loans were primarily

associated with the acquisition of Amour Fiber Core.

 

 

 

 

 

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF

OPERATION

 

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"

"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"

"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING

STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE

OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH

STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND

FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT

LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,

POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND

COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET

PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH

ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR

UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,

ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED,

BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE

FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY

STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

 

The following discussion and analysis should be read in conjunction with

"Selected Financial Data" and our financial statements and related notes thereto

included elsewhere in this registration statement. Portions of this document

that are not statements of historical or current fact are forward-looking

statements that involve risk and uncertainties, such as statements of our plans,

objectives, expectations and intentions. The cautionary statements made in this

registration statement should be read as applying to all related forward-looking

statements wherever they appear in this registration statement. Our actual

results could differ materially from those anticipated in the forward-looking

statements. Factors that could cause our actual results to differ materially

from those anticipated include those discussed in "Risk Factors," "Business" and

"Forward-Looking Statements."

 

GENERAL OVERVIEW

 

American Fiber Green Products, Inc.

 

From its inception, American Fiber Green Products, Inc. (f/k/a Amour Hydro

Press, Inc; Amour Fiber Core, Inc. [Washington]; Amour Fiber Core, Inc.

[Nevada]) has had a focus on the production of Fiberglass Reinforced Plastic

(FRP) products to take to market, beginning with the patented recycling

technology developed by William Amour, the Company's founder. After spending

millions of dollars on research and development and proving that the technology

could, in fact, recycle fiberglass waste and produce superior fiberglass

products, the Company was forced to suspend operations due to the death of Mr.

Amour in 1999. Several years of stagnation and distress left the Company, its

creditors and its nearly 850 shareholders on the verge of total loss. In 2001

Kenneth McCleave started dialogue with the Management and shareholders of the

Company about merging with American Leisure Products, Inc., a company that would

use virgin materials to produce vintage cars, boats and other FRP products.

These discussions resulted in a concerted effort by McCleave and his team, as

well as the Officers and Directors of the Company, to establish support for and

confidence in the proposed plan of merger. In May of 2004 after much creditor

negotiation, resolution of legal matters and personal visits with hundreds of

shareholders representing over 70% of the issued and outstanding shares of the

Company's common stock, the merger was completed between Amour Fiber Core, Inc.

(Nevada) and American Leisure Products, Inc. (Florida). Simultaneously, the

combined companies effected a name change to American Fiber Green Products, Inc.

(AFBG). The Company established that the future operations of the two merged

companies would represent two divisions of AFBG. Amour Fiber Core, Inc.

(Florida) had been formed to be a subsidiary of American Fiber Green Products,

Inc. specifically fiberglass waste recycling. American Leisure Products, Inc.

(Florida) will produce fiberglass components from new materials.

 

Amour Fiber Core

 

We plan to generate revenues from several areas; a technology and proprietary

process for the recycling of fiberglass. Revenues can be produced from the

following areas:

 

Amour Fiber Core's primary focus will be to recycle fiberglass, produce products

from recycled material and sell license agreements for its process. The Company

has developed, tested and previously placed into limited commercial production,

a new technology for fiberglass reclamation manufacturing. It has adapted this

technology to establish a manufacturing business. From the research and

development in Amour's early stages many different products have been prototyped

and tested. Building on this foundation, management has determined that the

pilot plant to be constructed in Florida and will produce general planking or

boards for marine decking and seawalls. Marketing the planking will help to

"brand" our name through park benches and picnic tables as part of our first

line of finished goods.

 

We intend to offer contracts for licensing of our patented technology. The

Company believes that licensing its technology to businesses in foreign

countries and the North American market can be an effective method to maximize

the return on its investment in the continued development of its fiberglass

recycling technology, without significant additional capital outlays.

Additionally, such licensing agreements will increase the Company's public

visibility and general awareness of its technology. The licensee will be

required to pay an upfront fee for the sub-license, equipment and training prior

to delivery and a royalty fee to the Company for each item produced by the

licensee. If the wholesale price of the licensee's produced products are

significantly below the production costs of products produced by the Company,

the Company may also offer to purchase product from the licensees. The Company

believes the establishment of licensees in various foreign countries is an

effective means of introducing the Company's technology into new markets without

major capital outlays.

 

American Leisure Products

 

American Leisure Products (ALP) will produce FRP parts within the fiberglass

industry. In addition, the Company will produce parts from the company owned

molds for the after market hot rod industry and the marine industry. ALP will

produce and sell vintage car bodies, boats, and other fiberglass components in

the leisure products line. The leisure market has been defined in recent years

as one of the fastest growing market segments because of 'baby boomers' who have

reached a point of financial affluence and increasing leisure time. Their desire

to enjoy the 'fruits of their labor' has created a massive market that our

products will feed. The Company currently owns molds for several products, but

will also be acquiring additional molds and tooling as funding is achieved

through debt or equity or the combination.

 

RESULTS OF OPERATIONS

 

Revenues

 

The Company had revenues of $ 31,000 for the three months ended March 31, 2012. The Company had suspended all operations for the past several years while management effected the changes in corporate structure, built a management team, studied the market trends, and generated investment interest in the Company's business model and opportunity. The Company plans to build a pilot plant in during the years ended December 31, 2012 and 2013. The Company has begun the process of establishing a network of sub-licensees to collect and process waste fiberglass and to produce finished goods from that process. These sub-licenses will provide income to the Company in initial fees for acquiring the license as well as ongoing revenue from production royalties.

 

Expenses

 

The Company incurred interest expense for the three months ended March 31, 2012

of $25,804, compared to interest expense of $ 24,589 for the three months ended

March 31, 2011. Interest was charged based on the stated interest rates set

forth in the notes.

 

Marketing, general and administrative expenses for the three months ended March

31, 2012 were $137,996 compared to $23,911 for the three months ended March 31,

2011.

 

 

 

GENERAL TRENDS AND OUTLOOK

 

We believe that our immediate outlook is extremely favorable, as we believe

there is no other company competing with us on a nationwide basis in our market

niche for recycling fiberglass and only a limited number of companies competing

with us in of our products within American Leisure Products. However, there is

no assurance that such national competitor will not arise in the future. We do

not anticipate any major changes in the Recycling industry. We believe that 2012

will be a significant growth year, and besides the operational business

strategies discussed above, we intend to implement the following plans in 2012

and 2011 in order to maintain and expand our opportunity.

 

We plan to staff our facility in Tampa, Florida, with customer service

representatives and logistical support personnel to build our Pilot Plant and

complete our tooling requirements. Currently this facility is limited in staff.

The Tampa plant will serve as the selling platform for the sub-licensing of

Amour Fiber Core's patented technology. Additionally, we will utilize this

facility to directly distribute American Leisure's products to the market.

 

As we gain strength and stability in the U.S. domestic market, we intend to

expand our influence and market in other areas of the world through our license

agreements. Inquiries about acquiring use of the Amour recycling technology have

been received from Japan, Australia, England, France, Turkey, Egypt, the African

continent, Indonesia, Ireland, the Caribbean basin and Canada.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company's financial statements have been prepared assuming that the Company

will continue as a going concern. For the three months ended March 31, 2012, the

Company has had a net loss of $128,716 and cash used by operations of $72,179, and negative working capital of $2,630,856. In view of these matters, recoverability of recorded asset amounts shown in the accompanying consolidated financial statements is dependent upon the Company's ability to expand operations and to achieve a level of profitability. The Company has financed its activities principally from private funding. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity securities until such time that funds provided by operations are sufficient to fund working capital requirements.

 

UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY

OPERATING RESULTS; SEASONALITY

 

As a result of the Company's limited operating history, the Company is unable to

accurately forecast its revenues. The Company's current and future expense

levels are based largely on its investment plans and estimates of future

revenues and are to a large extent fixed and expected to increase.

 

Sales and operating results generally depend on the volume of, timing of and

ability to fulfill the number of orders received and the ability to obtain raw

materials at a reasonable price. The Company may be unable to adjust spending in

a timely manner to compensate for any unexpected revenue shortfall. Accordingly,

any significant shortfall in revenues in relation to the Company's planned

expenditures would have an immediate adverse effect on the Company's business,

prospects, financial condition and results of operations. Further, as a

strategic response to changes in the competitive environment, the Company may

from time to time make certain pricing, service or marketing decisions which

could have a material adverse effect on its business, prospects, financial

condition and results of operations.

 

The Company expects to experience significant fluctuations in its future

quarterly operating results due to a variety of factors, many of which are

outside the Company's control. Factors that may adversely affect the Company's

quarterly operating results include (i) the Company's ability to retain

customers, attract new customers at a steady rate and maintain customer

satisfaction, we cannot be sure that we will be able to attract sufficient

customers to maintain or grow revenue and consequently our long term growth and

success may be negatively impacted; (ii) the announcement or introduction of new

technology by the Company and its competitors, we cannot be sure that our

competition will not significantly impact our customer base, and thereby

negatively impact our revenues, with new and improved technology; (iii) price

competition or higher prices in the industry, we cannot be sure that we will be

able to maintain our current pricing structure and gross margins to be able to

compete with new competitors at reasonable prices; (iv) the Company's ability to

upgrade and develop its systems and infrastructure and attract new personnel in

a timely and effective manner, the Company cannot be sure that it will be able

to raise sufficient capital in order for it to grow its infrastructure; (v)

governmental regulation, the Company must comply with regulations from several

governmental agencies to ensure compliance of products, recycling processes and

manufacturing facilities, but there is no assurance that the regulations will

not change or become more restrictive in the future, thereby limiting the

ability of the Company to produce cost effective products.

 

Capital Stock

 

Preferred Stock

 

Although the board has authorized 5,000,000 shares of preferred stock, par value

$.001, none have been issued.

 

Capital Expenditures

We expect in the future to incur capital expenditures. Since our inception, the

research and development has been completed. For each division in 2012-2013, we

expect to have total capital expenditures of $525,000.00 -- Amour Fiber Core

$250,000 for the pilot plant, American Leisure Products $275,000.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

 

Not Applicable

 

ITEM 4(T).

CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures.

-------------------------------------------------

 

Under the supervision and with the participation of our management, including

our Chief Executive Officer and our Chief Financial Officer, we carried out an

evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act. Management conducted its evaluation based on the framework in

Internal Control - Integrated Framework issued by the Committee on Sponsoring

Organizations of the Treadway Commission (COSO). Based on that evaluation, our

Chief Executive Officer and our Chief Financial Officer have concluded that, at

December 31, 2009, such disclosure controls and procedures were effective.

 

Disclosure controls and procedures are controls and other procedures that are

designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act is recorded, processed, summarized and

reported within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures include, without limitation, controls and

procedures designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is accumulated and

communicated to management, including our Chief Executive Officer and Chief

Financial Officer, or persons performing similar functions, as appropriate, to

allow timely decisions regarding required disclosure.

 

Management's Report on Internal Control over Financial Reporting

----------------------------------------------------------------

 

The Company's management is responsible for establishing and maintaining

adequate internal control over financial reporting (as defined in Rue 13a-15(f)

under the Exchange Act). Internal control over financial reporting is a process,

including policies and procedures, designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of

financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles. Our management assessed our internal

control over financial reporting based on the Internal Control - Integrated

Framework issued by the COSO. Based on the results of this assessment, our

management concluded that our internal control over financial reporting was

effective as of March 31, 2012 based on such criteria.

 

A control system, no matter how well conceived or operated, can provide only

reasonable, not absolute assurance that the objectives of the control system are

met under all potential conditions, regardless of how remote, and may not

prevent or detect all errors and all fraud. Because of the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance

that all control issues and instances of fraud, if any, within the Company have

been prevented or detected. Our internal control over financial reporting is

designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles.

 

Our disclosure controls and procedures are designed to provide reasonable, not

absolute, assurance that the objectives of our disclosure control system are

met. Because of inherent limitations in all control systems, no evaluation of

controls can provide absolute assurance that all control issues, if any, within

a company have been detected. Based on their evaluation as of the end of the

period covered by this report, management concluded that our disclosure controls

and procedures were sufficiently effective to provide reasonable assurance that

the objectives of our disclosure control system were met.

 

Changes in Internal Control over Financial Reporting

 

No change in the Company's internal control over financial reporting occurred

during the quarter ended March 31, 2012, that materially affected, or is

reasonably likely to materially affect, the Company's internal control over

financial reporting.

 

CHANGE IN INTERNAL CONTROLS

 

There have been no changes in internal controls over financial reporting that

occurred during the most recent fiscal quarter that have materially affected, or

are reasonably likely to materially affect, our internal controls over financial

reporting.

 

PART II--OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

The Company is not involved in any legal proceedings and is not aware of any

pending or threatened claims.

 

The Company expects to be subject to legal proceedings and claims from time to

time in the ordinary course of its business, including, but not limited to,

claims of alleged infringement of the trademarks and other intellectual property

rights of third parties by the Company and its licensees. Such claims, even if

not meritorious, could result in the expenditure of significant financial and

managerial resources.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the three month period ended March 31, 2012, there was no modification of

any instruments defining the rights of holders of the Company's common stock and

no limitation or qualification of the rights evidenced by the Company's common

stock as a result of the issuance of any other class of securities or the

modification thereof.

 

During the period covered by this filing, the Company did not sell any

securities that were not registered under the Securities Act.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

There have been no defaults in any material payments during the covered period.

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

During the three month period ended March 31, 2012, the Company did not submit

any matters to a vote of its security holders.

 

ITEM 5.

OTHER INFORMATION

 

The Company does not have any other material information to report with respect

to the three month period ended March 31, 2012.

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

 

EXHIBIT # DESCRIPTION

--------- ----------------------------------------------------------------------

2.1 Merger between Hydro Press and Amour, dated 3/12/93*

 

2.2 Agreement and Plan of Merger between Amour Fiber Core [Nevada] and

American Leisure Products, dated 5/24/2004*

 

2.3 Agreement and Plan of Merger between Amour Fiber Core [Washington] and

Amour Fiber Core [Nevada], dated 5/25/2004*

 

3.1 Article of Incorporation of Amour Fiber Core, Inc. [Washington], dated

12/22/95*

 

3.2 Article of Amendment for 3 to 1 forward split dated 6/9/98*

 

3.3 Articles of Incorporation of American Leisure Products, Inc., dated

9/2/2001*

 

3.4 Articles of Incorporation of Amour Fiber Core, Inc. [Florida], dated

9/15/2001*

 

3.5 Articles of Incorporation of Amour Fiber Core, Inc. [Nevada], dated

March 2004*

 

3.6 Bylaws*

 

10 Employment Agreement with Kenneth W. McCleave, dated 10/1/2001*

 

10.2 Exclusive license agreement with the Amour Family Trust *

 

31.1 Certification of the Chief Financial Officer

 

31.2 Certification of the Principal Executive Officer

 

32 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

* These exhibits are filed as part of Form 10SB registration statement filed

with the SEC on February 22, 2007 and incorporated by reference.

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the

registrant has caused this report to be signed on its behalf by the undersigned,

thereto duly authorized:

 

 

 

Date: May 22,2012                          AMERICAN FIBER GREEN PRODUCTS, INC.

 

By: /s/ DANIEL L. HEFNER

-------------------------------

Daniel L. Hefner,

President and Director

(Principal Executive Officer)

 

By: /s/ Frank D. Puissegur

-------------------------------

Frank D. Puissegur,

Chief Financial Officer and

Principal Accounting Officer